Flow of Funds Memo Sample Clauses

Flow of Funds Memo. ORIX shall have received a true and complete copy of a certain letter agreement, in the form attached as Exhibit D hereto, duly executed by all the parties thereto.
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Flow of Funds Memo. The Agent received in form and substance satisfactory to the Agent a flow of funds memo setting out the payment and deposit instructions in respect of the Initial Loan Advances.
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Flow of Funds Memo. Each party hereby waives the failure by the Company to have prepared and delivered to Buyer the Flow of Funds Memo at least five (5) Business Days prior to the Closing as required by Section 1.3 of the Purchase Agreement.
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Flow of Funds Memo. At least five (5) Business Days prior to the Closing, the Company will have prepared and delivered to Buyer a flow of funds memorandum (the “Flow of Funds Memo”) containing the Company’s good faith estimate (including all calculations in reasonable detail) of: (a) the Net Working Capital, (b) the Net Debt, including the name, dollar amount and all necessary wire transfer information for each Person to whom such Indebtedness is owed as of the Closing, (c) the amount that Company Transaction Expenses will be on the Closing Date, along with the name, dollar amount and all necessary wire transfer information for each Person to whom such Company Transaction Expenses are owed as of the Closing, (d) the resulting Equity Value using such estimates (the “Estimated Equity Value”) and (e) the total amount payable to each Seller under Section 1.2(a). Prior to the Closing, the Company will update the Flow of Funds Memo, as necessary, based on receipt of any additional information requiring changes to the estimates contained therein. These estimated amounts will be used in connection with the payments described in Section 1.2.
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Flow of Funds Memo. The Borrower shall have delivered to the Administrative Agent, no later than 6:00 p.m. (New York time) on the Business Day immediately preceding the proposed Disbursement Date, the Flow of Funds Memo.
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Related to Flow of Funds Memo

  • Flow of Funds Section 4.01.

  • Escrow of Funds Subject to the terms and conditions of the Grant Agreement, OPWC will disburse to Escrow Agent Grant funds available to Recipient, which disbursement shall be made by a check sent to Escrow Agent via regular U.S. Mail, or by such other means determined by the Director in the Director’s sole discretion, prior to the closing date as scheduled under the Contract (the “Escrow Funds”). The Escrow Funds shall be held by Escrow Agent, together with any funds of Recipient made available prior to closing on the terms and conditions hereinafter set forth.

  • OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

  • Borrowing Base Certificate The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of the end of the month immediately preceding the Effective Date.

  • Execution of Loan Documents; Borrowing Base Certificate The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

  • Funds of Funds The Adviser shall serve as investment adviser for each Portfolio listed below (each a “Fund of Funds”). Lifestyle Aggressive Portfolio Lifecycle 2010 Portfolio Lifestyle Balanced Portfolio Lifecycle 2015 Portfolio Lifestyle Conservative Portfolio Lifecycle 2020 Portfolio Lifestyle Growth Portfolio Lifecycle 2025 Portfolio Lifestyle Moderate Portfolio Lifecycle 2030 Portfolio (collectively, the “Lifestyle Portfolios”) Lifecycle 2035 Portfolio Lifecycle 2040 Portfolio Retirement 2010 Portfolio Lifecycle 2045 Portfolio Retirement 2015 Portfolio Lifecycle 2050 Portfolio Retirement 2020 Portfolio (collectively, the “ Lifecycle Portfolios”) Retirement 2025 Portfolio Retirement 2030 Portfolio Retirement Distribution Portfolio Retirement 2035 Portfolio Retirement Rising Distribution Portfolio Retirement 2040 Portfolio (collectively, the “Retirement Distribution Portfolios”) Retirement 2045 Portfolio Retirement 2050 Portfolio Alternative Asset Allocation Fund (collectively, the “Retirement Portfolios”)

  • Borrowing Base Certificates Prior to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).

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